Takeovers Code (Rangatira Limited) Exemption Notice 2009

  • expired
  • Takeovers Code (Rangatira Limited) Exemption Notice 2009: expired, on 5 September 2009, by clause 3.

Reprint
as at 5 September 2009

Crest

Takeovers Code (Rangatira Limited) Exemption Notice 2009

(SR 2009/254)

  • Takeovers Code (Rangatira Limited) Exemption Notice 2009: expired, on 5 September 2009, by clause 3.


Note

Changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in this reprint.

A general outline of these changes is set out in the notes at the end of this reprint, together with other explanatory material about this reprint.

This notice is administered by the Takeovers Panel.


Pursuant to section 45 of the Takeovers Act 1993, the Takeovers Panel gives the following notice (to which is appended a statement of reasons of the Takeovers Panel).

Notice

1 Title
  • This notice is the Takeovers Code (Rangatira Limited) Exemption Notice 2009.

2 Application
  • This notice applies to acts or omissions occurring on or after 3 October 2007.

3 Expiry
  • This notice expires on the close of 4 September 2009.

4 Interpretation
  • (1) In this notice, unless the context otherwise requires,—

    Act means the Takeovers Act 1993

    Code means the Takeovers Code under the Act.

    (2) Any term or expression that is defined in the Act or the Code and used, but not defined, in this notice has the same meaning as in the Act or the Code.

5 Exemption from rule 6(1) of Code
  • Peter Howard McKenzie is exempted from rule 6(1) of the Code in respect of him becoming the holder or controller of an increased percentage of the voting rights in Rangatira Limited as a result of his appointment as attorney for Shirley Elizabeth McKenzie under an enduring power of attorney granted on 3 October 2007.

Dated at Auckland this 31st day of August 2009.

The Common Seal of the Takeovers Panel was affixed in the presence of:

[Seal]

D O Jones,
Chairperson.


Statement of reasons

This notice applies to acts or omissions occurring on and after 3 October 2007 and expires on 4 September 2009.

The notice relates to an increase in the percentage of voting rights held or controlled by Peter Howard McKenzie in the A shares of Rangatira Limited (the Rangatira shares). Peter McKenzie controls (either personally, or as an executor and a trustee) over 20% of the voting rights in the Rangatira shares. On 3 October 2007, he was granted an enduring power of attorney over the whole of the property of his mother, Shirley Elizabeth McKenzie. The grant took effect immediately. Shirley McKenzie holds 3.6% of the voting rights in the Rangatira shares. As a result of the grant of the power of attorney, Peter McKenzie gained effective control of those voting rights in addition to those he already controlled.

The Takeovers Panel considers that granting the exemption is appropriate and consistent with the objectives of the Code for the following reasons:

  • the shareholders of Rangitira were not disadvantaged by not having the opportunity to vote on the increase in voting control by Peter McKenzie that resulted from his appointment as attorney under the enduring power of attorney, because his appointment did not have any real effect on those shareholders:

  • the appointment of Peter McKenzie as attorney related to the protection and management of family property under the Protection of Personal and Property Rights Act 1988. The appointment is of a close family member. An appointment in these circumstances is analogous to clauses 13 and 22 of the Takeovers Code (Class Exemptions) Notice (No 2) 2001 (which exempt increases in voting rights that are obtained, respectively, by virtue of being appointed to be a proxy to vote at a shareholder meeting, and by inheritance under a will or on an intestacy):

  • 37.9% of the voting rights in the Rangitira shares is held or controlled, in aggregate, by a group of individuals comprising members of the McKenzie family and other persons who, jointly with McKenzie family members, are trustees of trusts. Any further increase in the voting control of any member of that group would have to be undertaken in compliance with the Code, because of the member's likely status as an associate for the purposes of the Code:

  • the grant of the enduring power of attorney did not result in any increase in the aggregate control of voting rights in the Rangatira shares by that group of shareholders:

  • the breach of the Code appears to have been inadvertent.


Issued under the authority of the Acts and Regulations Publication Act 1989.

Date of notification in Gazette: 3 September 2009.


Contents

  • 1General

  • 2Status of reprints

  • 3How reprints are prepared

  • 4Changes made under section 17C of the Acts and Regulations Publication Act 1989

  • 5List of amendments incorporated in this reprint (most recent first)


Notes
1 General
  • This is a reprint of the Takeovers Code (Rangatira Limited) Exemption Notice 2009. The reprint incorporates all the amendments to the notice as at 5 September 2009, as specified in the list of amendments at the end of these notes.

    Relevant provisions of any amending enactments that have yet to come into force or that contain relevant transitional or savings provisions are also included, after the principal enactment, in chronological order.

2 Status of reprints
  • Under section 16D of the Acts and Regulations Publication Act 1989, reprints are presumed to correctly state, as at the date of the reprint, the law enacted by the principal enactment and by the amendments to that enactment. This presumption applies even though editorial changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in the reprint.

    This presumption may be rebutted by producing the official volumes of statutes or statutory regulations in which the principal enactment and its amendments are contained.

3 How reprints are prepared
  • A number of editorial conventions are followed in the preparation of reprints. For example, the enacting words are not included in Acts, and provisions that are repealed or revoked are omitted. For a detailed list of the editorial conventions, see http://www.pco.parliament.govt.nz/editorial-conventions/ or Part 8 of the Tables of New Zealand Acts and Ordinances and Statutory Regulations and Deemed Regulations in Force.

4 Changes made under section 17C of the Acts and Regulations Publication Act 1989
  • Section 17C of the Acts and Regulations Publication Act 1989 authorises the making of editorial changes in a reprint as set out in sections 17D and 17E of that Act so that, to the extent permitted, the format and style of the reprinted enactment is consistent with current legislative drafting practice. Changes that would alter the effect of the legislation are not permitted.

    A new format of legislation was introduced on 1 January 2000. Changes to legislative drafting style have also been made since 1997, and are ongoing. To the extent permitted by section 17C of the Acts and Regulations Publication Act 1989, all legislation reprinted after 1 January 2000 is in the new format for legislation and reflects current drafting practice at the time of the reprint.

    In outline, the editorial changes made in reprints under the authority of section 17C of the Acts and Regulations Publication Act 1989 are set out below, and they have been applied, where relevant, in the preparation of this reprint:

    • omission of unnecessary referential words (such as of this section and of this Act)

    • typeface and type size (Times Roman, generally in 11.5 point)

    • layout of provisions, including:

      • indentation

      • position of section headings (eg, the number and heading now appear above the section)

    • format of definitions (eg, the defined term now appears in bold type, without quotation marks)

    • format of dates (eg, a date formerly expressed as the 1st day of January 1999 is now expressed as 1 January 1999)

    • position of the date of assent (it now appears on the front page of each Act)

    • punctuation (eg, colons are not used after definitions)

    • Parts numbered with roman numerals are replaced with arabic numerals, and all cross-references are changed accordingly

    • case and appearance of letters and words, including:

      • format of headings (eg, headings where each word formerly appeared with an initial capital letter followed by small capital letters are amended so that the heading appears in bold, with only the first word (and any proper nouns) appearing with an initial capital letter)

      • small capital letters in section and subsection references are now capital letters

    • schedules are renumbered (eg, Schedule 1 replaces First Schedule), and all cross-references are changed accordingly

    • running heads (the information that appears at the top of each page)

    • format of two-column schedules of consequential amendments, and schedules of repeals (eg, they are rearranged into alphabetical order, rather than chronological).

5 List of amendments incorporated in this reprint (most recent first)
  • Takeovers Code (Rangatira Limited) Exemption Notice 2009 (SR 2009/254): clause 3